MENDOCINO BREWING COMPANY, INC. (OTCMKTS:MENB) Files An 8-K Entry into a Material Definitive Agreement

0

MENDOCINO BREWING COMPANY, INC. (OTCMKTS:MENB) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

On May 24, 2017, Mendocino Brewing Company, Inc. a California
corporation, (the Company) issued a promissory note (the
Note) to Catamaran Services, Inc., a Delaware corporation
(Catamaran) in the principal amount of $200,000. The
Company previously issued six promissory notes to Catamaran on
January 22, 2014, April 24, 2014, February 5, 2015, June 30,
2015, March 14, 2016 and March 30, 2016, (the Prior
Notes
). Such Prior Notes were substantially on the same terms
as the Note. The Prior Notes have been disclosed in the Companys
current reports on Form 8-K filed on January 28, 2014, April 24,
2014, February 11, 2015, July 7, 2015, and on March 18, 2016 as
subsequently amended by the Companys current report on Form 8-K/A
filed on March 22, 2016 and quarterly reports on Form 10-Q filed
on May 15, 2014, August 14, 2014, November 14, 2014, May 15,
2015, August 14, 2015 and November 16, 2015 and annual reports on
Form 10-K filed on March 31, 2014, March 31, 2015 and April 14,
2016 (all of which are incorporated by reference herein to the
extent they refer to such Prior Notes).

to the terms of the Note, the Company promises to pay the
principal sum of $200,000 with accrued interest, as described
below, to Catamaran within six months following the date of the
Note, subject to the receipt by the Company of a bridge loan from
its majority shareholder (the Shareholder Loan) in an
amount sufficient either (a) to pay the Note through Permitted
Payments, as defined below, or (b) to pay both the Note and
certain existing obligations of the Company to MB Financial Bank,
N.A., an Illinois banking corporation, successor in interest to
Cole Taylor Bank, N.A. (MB Financial) in full to that
certain Credit and Security Agreement dated as of June 23, 2011,
as amended on March 29, 2013, January 21, 2015, June 20, 2016,
July 22, 2016, September 21, 2016, October 18, 2016, December 22,
2016, January 25, 2017, February 23, 2017, March 16, 2017 and
April 25, 2017, among Cole Taylor Bank, N.A., the Company and
Releta Brewing Company LLC, a Delaware limited liability company
and wholly-owned subsidiary of the Company (Releta),
(collectively, the Credit Agreement). Permitted Payments
on the Note are payments made from the portion of a Shareholder
Loan that is in excess of $600,000.

If the Company is not able to satisfy its obligations on the Note
within the six month period following the date of the Note, the
Note shall be automatically extended for additional six month
terms until a Shareholder Loan sufficient to satisfy the Note is
received or the Note is otherwise paid. Interest shall accrue
from the date of the Note on the unpaid principal at a rate equal
to the lesser of (i) one and one-half percent (1.5%) per annum
above the prime rate offered from time to time by the Bank of
America Corporation in San Francisco, California, or (ii) ten
percent (10%) per annum, until the principal is fully paid.

The Note may be prepaid without penalty at the option of the
Company; however, no payments on the Note may be made unless such
payment is a Permitted Payment or certain existing obligations of
the Company to MB Financial to the Credit Agreement have been
satisfied in full. The Note may not be amended without the prior
written consent of MB Financial.

The foregoing is not intended to be a complete description of the
Note and is subject to, and qualified in its entirety by, the
full text of the Note which is filed as Exhibit 10.1 to this
current report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

See Item 1.01 above.

Item 8.01. Other Events

On May 24, 2017, the Company received a letter from MB Financial
permitting the Company to obtain a loan in a principal amount not
to exceed $200,000 subject to certain conditions, including that
no portion of such loan would be payable until either (a) certain
obligations of the Company to MB Financial to the Credit
Agreement were satisfied in full, or (b) the repayment is a
Permitted Repayment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
Exhibit
Number Description
10.1 Promissory Note of Mendocino Brewing Company, Inc. in favor
of Catamaran Services, Inc. dated May 24, 2017.


About MENDOCINO BREWING COMPANY, INC. (OTCMKTS:MENB)

Mendocino Brewing Company, Inc. (MBC) is a craft brewer. The Company produces ales and lagers in its breweries in the United States. The Company operates through two segments: brewing operations, tavern and tasting room operations in the United States and Canada (the North American Territory), and distributor operations in Europe (including Austria, Belgium, Denmark, Ireland, Italy, the Netherlands, France, Finland, Germany, Greece, Iceland, Liechtenstein, Luxembourg, Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom) (the Foreign Territory). The Company’s operations in the North American Territory consist primarily of brewing and marketing craft beers. The Company’s operations in the Foreign Territory consist primarily of the marketing and distribution of Kingfisher Premium Lager in the Foreign Territory through Indian restaurants, chain retail grocers, liquor stores and other retail outlets (such as convenience stores).

MENDOCINO BREWING COMPANY, INC. (OTCMKTS:MENB) Recent Trading Information

MENDOCINO BREWING COMPANY, INC. (OTCMKTS:MENB) closed its last trading session 00.000 at 0.202 with 320 shares trading hands.